What Shall Be
by BlackMoonVision
Summary: Willow gets true power and Willow is feared. A bad situation drives her into the team of Angel, Spike, and Illyria where she discovers more of herself and the beginnings of her path in life. Can they all defeat the evils that dares to destroy each of them


Disclaimer: For Fun Only, I own nothing, only wish I did.

If you like fluffy gentle Spike behavior that is not real then this isn't the story for you. And Willow gets a bit bad at one point, she won't be gentle either. Fair warning.

* * *

The three dark figures stood atop one of the many damaged skyscrapers in the outskirts of downtown Los Angeles. They kept their distance from one another, each starring out into their perspective views, watching over the destroyed place they once called home. Fires played across the ground and you could see the tiny shadows moving across the windows, as people safely in their homes watched the terror as well. The tension grew until the tallest shadow punched a deep hole into the worn cement of the raised ledge. His voice bellowed across the eerie silence of the higher elevation, warning all those against him, that they would die slow and soon. The other shadows were drawn to him and pulled him back from the ledge hoping nothing was alerted to their whereabouts. It was the last thing they needed right now, they needed rest and food, not to run again.

"Bloody hell mate! Shut your over sized hole, would ya!?" Spike growled as he shoved his grand-sire to the ground and pushed his face into the loose gravel of the roof. "You wanna die tonight?" He looked out at the horizon, trying to see wings or glowing eyes overhead, but nothing. No dragons tonight.

Angel jerked and kicked out in their hold. Crying out his anger and hate as the small bits of gravel dug into his face, feeling like a thousand bee stings. All he could think about was all his mistakes and all the death because of him. How doomed they truly were, he didn't wanna fight anymore. He just wanted it to end and go back to hell.

Illyria flexed her arms as she kept her hands pressed into his taunt chest. "Calm yourself." She stated as if he was a child but couldn't understand his reasoning behind his tantrum. She looked to Spike who had fear moving across his face unashamed. She flexed her jaw as she dug her fingertips into his shirt, pressing into the flesh.

Spike sneered as he bent down to Angel's face. "Pull yourself together _now_." Spike jerked Angel's arms in his hold trying to hurt Angel out of whatever break down he was having today. "Not wanting to hit you poof. At least not tonight."

WHOP!

Spike's eyes went wide as Illyria back handed Angel with just fierce power, he heard a crack in Angel's face. Any other time he would be goading her to do it again but this was no times for games. They needed to get inside before the scuffle drew deadly attention. He missed the time when being this high in the sky meant safety. Now it only meant avoiding the smoke and death on the streets.

Illyria tilted her head in a questioning manner. "What?"

"You hit him to hard!" Spike narrowed his eyes down at Angel, who was staring at the sky above, with a look all to familiar to him during his time with Angelus. A look that screamed 'Move or die.' Often times even if they moved, they still died. Spike shook his face and eyed the tiny cut her nail had made on his cheek.

"Now you suddenly care for him?" Her eyebrow raised in wonder at the blonde vampire as she let her eyes drift to their faulting leader.

"He needs to be top of his game you blue bint!" Spike didn't release his hold of Angel, even after his movements stopped. He leaned into Illyria ready to tear her a new hole when the hard powerhouse of a vampire rolled his muscles in his grip. It took Spike from anger to annoyance at his grand-sire and his grip loosened.

"Spike…?" He grumbled rolling his shoulders, sitting up quickly throwing Illyria off and Spike stumbled back falling hard on his back end.

"Finally, we have to move now. Least get inside before some big nasty comes flapping down for a little snack, eh?" Spike ignored the sting in his tailbone as he climbed to his feet holding out his hand for Angel. Frowning at his own leader behaviour. He looked up at Illyria who was fuming silently at Angel, and he smiled at her fiery personality that spoke through that deadly still face she wore. His smile faded into a frown as he remembered her clear attempt at nipping at the alpha's ankles to gain ground, possibly to overtake him. She wouldn't would she? Not now, not after everything that has happened. If it bloody well does, that's it. No more lacerates, no more of _this_. He rolled his eyes as Angel's thick hand covered his and dragged the giant idiot to his feet.

Angel's fingertips ran over his face as realization hit home and he snapped out of his thoughts and turned on Illyria. "You hit me!?"

"You were acting strange. You needed it." She shrugged him off, ignoring them and walking into the building, disappearing into a cloak of darkness of the stairwell.

Spike smacked Angel on the back, "No worries, mate…..we'll flog each other later, right? Continue paying for our pasts once these Senior Partners are dealt with. Just don't lost what little bit of marbles you have left until this is over. I will track you down in hell and make you pay for leaving me alone with our devil's mistress." He nodded off to the dark doorway and dragged the lone smoke from his ear, flicking his infamous lighter in his other hand and inhaled the sweet relaxant. It was so fluid and normal for him, he looked like he was born lighting cigarettes. "Found some candles, and even got a handful of rats mate."

"Again?" Angel mumbled as he watched the small embers of Spike's cigarette burn in the light breeze.

Spike raised his equally infamous eyebrow and stalked off after Illyria, calling back to him. "I don't see you running off out of town to find a working butchers shop, huh? We aren't welcome around most demons. It's what we do, and all that rot. Come on, familiar water's for you man!"

Angel flexed his jaw as he watched Spike follow Illyria's path into their shelter. He turned and eyed the horizon, watching the few flickering stars he could see through the polluted skies. "This is redemption?" he quietly asked himself as a distant air born roar finished his sentence. He chuckled in irony. "Thanks for the answer." He threw a rock off the ledge and quickly went inside the doorway, barring it off and making sure it was secure enough, before running down the three flights of stairs to the large apartment they found vacant, earlier that evening. Tonight would be indoors, no fighting, no more pain for a few hours. Then it would start again.

He walked in on Illyria and Spike fighting over the battery powered CD player. Spike was arguing they needed 'chipper' music and that The Ramones would give them the boast they needed while Illyria fought to hear the classical styling's Wesley was so fond of.

"God damn woman! Just shut your mouth for once. All I am asking is let me hear my tunes. Take the Discman if it's so bloody important for you to mourn over Wesley!" he threw the headphones at her, which she caught in her fist effortlessly and she didn't flinch as she tilted her head at him, as if to say 'beneath me'. Which was not something you said, nor expressional with your body or face towards Spike. He roared as he stopped over to Illyria's pack and tore the Bach CD from it's case and crushed it in his hand. She merely stared at him. Watching him calmly.

"I will replace it." She looked at Angel before grabbing her sandwiches and 6 pack of water bottles and stomping off into the master bedroom and slamming the door.

Spike ran his hands through his hair as he raised his eyes to Angel. "Sorry." He whispered, feeling like a fledgling under the gaze Angel was giving him.

Angel chuckled and dropped into the chair they dragged from the abandoned apartment on the first floor. "So you said something about rats?"

Spike sighed and pushed a box at his feet over to Angel and knelt to pull the flap back. Inside was ten rats all laying in a fuzzy little mound twitching and squeaking.

Angel gave Spike a confused look, which earned him an eye roll. "Broke their backs so they'd stay still."

"Right. Five each then." he ran his index finger over a feral rat's back, it twitched madly but was unable to do anything about it. They were about an eye blink away from death.

"Five." Spike repeated and grabbed one up. "This sucks, no pun intended."

Angel took one and tapped it to Spike's as if they were bonding over glasses of alcohol. "To sucking."

Willow sat on the carefully carved stone steps leading away from her small house in the jungle of Brazil. Her mouth was turned down in a deep frown as she watched a tiny bug crawl it's away across the glistening stone, to reach the safety of the plants on the other side. "So tiny and helpless. She wasn't helpless and she still died. So what hope do you have?" She put her shoe down over the bug and heard the tiniest pop under the worn boot.

"Willow?" Buffy peeked around the corner of the house and sighed. "Thought you left or something." She stated not hiding the fear very well in her voice.

"I can't leave now." She mumbled letting her long red hair fall all over her pale face.

Buffy sighed again and it fuelled Willow's sadness and anger. The tiny slayer walked over to her best friend and plopped down on the step next to her, curling her thin hands around her knees.

Willow lifted her boot and looked at the small spot of bug mush that used to be alive.

"So….Willow The Bug Slayer?" Buffy nudged Willow's elbow, trying to put happiness in her voice.

"It needed to die." She stated matter of fact like.

Buffy furrowed her brow and once again was that sigh.

Willow fisted her hands and clenched her jaw as her frown turned into a scowl. "What hope does it have. The strongest die, so the weakest….what hope do they have. It needed to be put out of it's soon to be misery. Before everything it has is ripped from it."

"It's a bug. I don't think it has anything. " She blurted looking at the once moving bug spot. "But I can see your point."

"Why are you here?" Willow looked at Buffy from the corner of her eye. Screaming in her mind all the hateful things that have been building slowly since Kennedy's death.

"You need company. Hence me."

"Why not Xander? Why you?" She let the venom drip from her voice. "Oh right….this is your turn to make sure I don't go all black eyed betty again. Xander did his part already and so did Giles." Willow shot up and walked forward looking down the shaded path. "You weren't able to do anything. And you can't do anything now. Might as well go back training the girls, prepare them to die like she did." Willow shuttered with her words. Battled good tempered Willow and the darker essence that lived with-in her. She looked to her right, directing her words at Buffy while eyeing a large tree half hiding in the a fury of vines crawling along it's trunk. "Like you did."

Buffy's eyes glazed and she was numbing out. She had dealt with her post-death feelings hadn't she? She was better. Yet here was Willow forcing everything up like picking at a healing wound. "She was brave." Buffy mumbled as she looked at her hands. I was brave. She mumbled in her mind.

Willow rounded on her. "You were not there! How dare you say anything about what happened."

"She knew her duty. We did our best in teaching her. You should be proud of her." Buffy stood but stayed where she was, fearing the darkness she saw behind Willow's eyes.

Willow laughed manically. "She cried and screamed for me. That warlock was to strong for ME! And I watched as he burned her up from the inside. She begged me, Buffy! She begged me to safe her. All I could do was offer her death."

Buffy's eyes twitched holding back the inevitable wetness of tears. She never liked Kennedy, but Willow did and they had made a life for themselves and some power hungry warlock stole all that from them and she wasn't here to help them. No, she yelled in her mind, I am not responsible I came to grips with this. I can't be everywhere. I have to trust them. I lived for them. Nothing is enough, is it? She looked up at Willow's eyes again and cut her mouth a small line. "You were overpowered. That monster killed her. You didn't, you tried saving her. Please don't do this. We've come to far." her last words cracked and were laced with pleads.

Willow looked up at the sky then back at Buffy's face, noting her tense muscles and trembling lips. She smiled cruelly and walked towards her, stepping within arm's reach of her. "I killed her Buffy. She begged me and I killed her." her eyes widened and she stumbled back, tripping over her feet, Willow fell to the cold ground bellowing with hurt.

Buffy sucked in a nervous breath watching and listening to Willow. She watched with a sick wonder as Willow confessed her part in Kennedy's demise and then as she crumbled to the ground before her, like a defenceless animal. She kneeled in front of her and took hold of her shoulder's in slayer strength. "You didn't kill her. That man did. You can't blame yourself. It's Tara all over again Willow. We can't lose you again."

Willow shoved at Buffy's chest and Buffy fell back, grasping at the green tendrils evaporating from the magic Willow used to push her off. "You don't get it Buffy. You never wanna get it. Sometimes I wonder if you are just that stupid, but no. You do it all on purpose." her chest was heaving in deep breaths as she stayed on the ground curling her legs towards herself and stared into Buffy's eyes. "She asked me to kill her, and I did. With magic. I couldn't do anything else. He wanted me to do it. I see that now. I couldn't hurt him and I couldn't free myself. But I could save her the only way possible. He would have killed her sooner or later, but she was breaking and hurting so bad. " She wiped violently at the tears rolling down her face. "She's gone, and I made it happen. And he's alive."

Buffy crawled forward once she felt the tingling from the magic subside and wrapped her arms around Willow, leaning her friend's head down upon her shoulder, she rocked her as if she was a child. "You gave her peace. You freed her and she knows that. Trust me huh, I have first hand experience." Buffy ran her hand down Willow's soft hair, staring past her head to stare into the growing darkness of the long pathway.

Willow shuttered at the word peace but let Buffy rock her and kept her eyes painfully shut tight as she cried and gripped her hands into Buffy's shirt. "I can't do this…I can't lose anyone else. I'll die."

Buffy shushed her and closed her own eyes trying to sooth her. "I'll kill him Willow. I will make sure he knows what it is he is dying for."

Willow stilled and sucked in much needed fresh air as she lifted her body to look at Buffy, as she cried along with her. "He wants me. He only wants my power. He won't stop until I'm…." She looked down.

"It won't happen. I won't let it happen. You have to come back to Italy with me, we'll keep you safe with Th…"

"No! I'm not running, my home is here. I am staying here." Willow closed her eyes and climbed to her feet. "Go to your home Buffy." She stumbled past her friend and forced her legs to stay strong as she walked up the path into her house.

Buffy didn't turn to watch Willow go inside, she kept looking at the fading light. She should have been thinking about Kennedy and this warlock that wanted to take everything Willow had inside but all she could think was if jungle vampires existed.

Marcus watched the powerful being in front of them, trying to figure out what made them so powerful to begin with. They looked like private school whiners in expensive suits. He tapped his foot against the leg of the table as he listened to the conversation continue, waiting impatiently for it to come back to him.

A tall blonde woman with a permanent scowl on her face leaned forward and tapped the top of her pen to the cherry wood table top, looking directly at Marcus. "Please stop that or I will remove that foot of yours."

Marcus let a lazy eyebrow raise at her as he stopped his foot impatient movements. His hands were cold, obviously the air conditioning in this room was on to high. He scanned the faces around him and sighed finding no one interesting enough to pay close attention to.

"And they can't be found then?" A short man coughed out as he drank something that smelled foul. Marcus snorted thinking about how they all took the forms of humans but none were close to being that.

"Obviously not, or we wouldn't be having this conversation would we?" The tall blonde snipped back shuffling her papers before her. "How they've managed to hide from us is a mystery, and a disappointment. Obviously we all thought Mr. Angel would attack until death not conserve what useless little power he has left." A shrill sound Marcus assumed was a giggle escaped the woman's mouth as she turned to a sharp edged red-head at the end of the table. "And…?"

"He is just a vampire. We clearly have mistaken him for less before, and this time we thought he was more but clearly he isn't. It's all very confusing if you ask me. And that other vampire, uh.." She lowered her eyes to her folder and adjusted her glasses as she quickly scanned the pages.. " The William fellow, Spike, ah yes that's it. Mr. _Spike_ is clearly an un prepared change in plans. As well Illyria who we all thought would join us decided she found more amusement in Mr. Angel's mission. As for the others, they are dead. We have made sure of that, and took precautions in case one should try to come back to this world."

"Very good Natle." The blonde nodded slowly turning to each of her equals, before resting her burning eyes on Marcus, who stared back quite bored. "As for you…."

"As for me, I've been sitting here listening to you babble on for ages now. Give me my money." He leaned back and rested his hands behind his head. "I did my job. I'm done."

"Actually you are not. There is more for you to do. " She took an envelope from her assistant and slid it across the table to Marcus, who floated it into his front pocket of his black cloak. "No need for tricks warlock. We all know your power." She rolled her chair back and turned it to face the gentleman to Marcus' right. "Anthony, would you be kind enough to explain to Marcus the next stage of the Willow Rosenberg file?"

Marcus growled and stood up, slamming his hands on the hard table. "That bitch is strong, only with your tricks did I fool her enough to think she couldn't kill me. I got her girl done in by Willow herself. That was flare, you didn't ask me to do that, just that she die. But I did you one better."

The man coughed drawing attention to him. He stood and straightened his suit, while starring down Marcus. "You did just that sir, and we are pleasantly surprised and appreciative. That is why we want you to finish out the job we had hired other people for. You have shown, as you've said, a flare for the work. We will get what we want from her, but we also are willing to give you what you want from her, Marcus. How does that sound then?" The man sounded excited and pleased with himself as he took his seat again and pushed a red file folder in front of Marcus's view.

The warlock took in a couple deep breaths and watched the man and blonde woman in turns before sitting back down. And pulling the red file with him, He flicked the front open and read slowly making sure to note every word. He looked up and eyed the red head at the end. "You planned all this?"

She nodded carefully and smiled, lighting up her eyes before speaking. "Yes. She has been my project for some time, since around the time her first true love died. We are very eager to have her with us. She has almost reached the peek of her power's potential in her current human form."

"You…you want to turn her into what you all are?" He cast a weary gaze to the others around the table who kept silent but listened just as careful. And he knew though they didn't speak they were just as much a part of this as the ones who did choose to speak.

"Well, in a way. We are….just what we are, but we can offer her a transference into a higher being. She's shown great strength in staying on the side of light this time, we _need _her to give it Marcus."

He sighed and ran a hand through his hair as he focused on the paragraph talking about what he could get from all of this. And it was worth more than anything he had every done before. "And the…the power? It can be mine? But if she continues to live….."

It was the short man who spoke next. "I handle most transitions to our dimension and I can't offer you all of the power within her, because that would result in her death. That of course you know, because that is your speciality." He took another sip of his horrid smelling drink before continuing, all the while watching Marcus over the mug. "You've felt her power, even half of what she has in her is more than you've taken in the whole of your existence."

The red head cut him off and Marcus was surprised to find the man just as calm in his fellow employee's rudeness. "So we would like you to play with her dreams a bit. Offer her dreams that feel like reality but she is torn away from them each time she wakes. Play with happy dreams or mess with nightmares, we'll leave that up to you. As well we will continue to increase the darkness in the slayer , making her an unstable ally to the slayer forces that are building." She chuckled as she adjusted her blouse. "As you see in the file, we want you to drive the witch to LA, to join with Mr. Angel and Mr. Spike. That way we'll know where they are and what they are doing and there you will continue destroying her mind. Disrupt her simple spells, making them create unexpected results. Or cast spells of your own or on her team-mates and make them think it was her. Whatever it takes to single her out, yeah? Those are just suggestions. If you have better ideas, feel free to run with them. Just know if you screw up we will hold you responsible."

Marcus' smile built slowly the more he heard. To strip the witch of her strength but leave all that delicious power behind and be able to play with all the parties involved, was such a bonus he couldn't turn it down. "How do you plan of making her join you?"

The blonde sighed as she tilted her head to the side and stated clearly. "We will get her to a point where she is darkness through and through. She will not deny us then. Then we will have everything we want, and be able to rid the world of the scar Angel has created."

Marcus considered this guy they kept mentioning. If he was just a simple vampire why did they need so much to kill him. He heard them himself, saying he was disappointing and a failure. Yet they couldn't find a single hair or hide of his. They were probably just over doing it, but who was he to judge when they were giving him such a great gift. "I will be happy to do this then. The payment is excellent." He nodded and stood.

"Oh Marcus dear?" The blonde stood and smiled so snake like Marcus wanted to shiver.

"Yes?"

"Don't involve the human boy, Mr. Harris. He is ….a speed bump we would like to avoid."

He nodded considering this information. "May I ask why?"

The red head, Natle, spoke again. "He brought her back from the darkness once before. He could easily do it again. We would like it to be avoided at all costs."

He licked the front of his upper teeth and looked at the group of fake humans and pulled the red file close to his body, running a thumb over the thick envelope in his pocket. "If I'm to get her to go to Los Angeles, won't this Angel and Spike fellow, find a way to keep her _good_?"

The group all snickered and laughed, obviously finding this a stupid question. " She has a problematic past with them. They will not create any more this time. There is nothing that can happen, her friends, herself, or the remaining Angelettes can do to save her. " The blonde seemed content with her answer and sat back down, then turned to one of the silent senior partners and started asking questions about a different client. The room seemed to return to normal business and completely ignore Marcus.

He growled and stormed off out of the conference room and down the hall to the elevator. Seeing so many flaws in their answers. The egos and arrogance that rolled off of them was sickening. He didn't care about their plan as long as he got his payment. When he turned back, the wall had closed in where the door was he came out of. He rolled his eyes and pressed the down button, happy with his present, and irritated with the beings who thought they were gods. He knew they weren't and could possibly be killed, but he knew he would die in the process. _Now to play with the witch's dreams._

Spike watched the fading darkness as he sipped the warm beer he snagged from the abandoned store. Thoughts were a battle he could never win, they kept coming. As much as he wanted them to stop, they would pile on. Each stronger than the last. Tonight was no different, and his thoughts drifted to the old team he played for. Now Angel's enemies. Buffy and her crew. He never understood the full reason Buffy turned her back on him. Or why everyone else followed Buffy lead. From Andrew's gossip he knew Willow put up a hard fight but ended up losing because Kennedy sided with Buffy, and he knew she'd follow the butch lesbian anywhere, unfortunately. She always had a soft spot for the monsters in the group. He chuckled as he remembered her sweet smiles just after he was chipped, and all the stories Angel told him about her right after he was brought back from hell. He hated story time with Angel, it always came back to Buffy, and that was always bad.

Angel watched his childes back with a careful eye as he sipped the Irish beer Spike took for him. 'What are you laughing about?"

Spike turned so lost in his thoughts he didn't sense Angel standing so close behind him. "Oh you know, old memories and such."

"They aren't coming." He stated quietly picking up the heavy board leaning against the near by wall and shoved it against the window, making sure the glass was completely covered.

"What?" Spike narrowed his eyes as the calm early morning sky was stolen from his vision, by the scrap wood.

Angel sighed as he leaned against the sun's barrier and rested his head against his forearm. "I said, they won't be coming."

"Who?"

"You're so big on talking 'til all the oxygen is gone, and now you're down to monosyllable answers? All it took was your third apocalypse?"

"Nice mate, really classy. And no it's not my third…I lost count actually, but I am right confused on what you're babbling about." Spike shoved past Angel and threw himself down in the once stylish leather chair.

"Buffy and the others."

Spike laughed as he popped open another can of beer. "Oh big surprise there. I know Peaches. We're lost champions to them now."

Illyria inched out of her room and stood in the dark to the now useless kitchen.

"Buffy did what she thought was right." Angel ran his fingers over the jagged edge of the wood, picking at the splinters that poked out at various points. He eyed the carefully drawn symbols on the walls, that guarded them from the senior partners. It was the one good idea Lindsay gave him.

"I don't wanna talk about Buffy." He threw the empty can violently at the barrier, almost hitting Angel's leg.

Angel frowned hating Spike's history with Buffy. All the things they got to share that he missed out on, and now Spike plays on his side of the pond with his shiny new soul and changed way of life. And now how dare he act all hurt now that she's refused him. "I just want you to realize you've been turned away. Maybe it's time you…."

"I've been fighting by you for months now Angelus! You'll never get it, because you don't wanna get it you great big oaf! I swear you act like you are completely different from your evil counter part but I know you better than most, and you are no different but a little mellowed out." He unfocused his eyes and stared off into the corner, clenching and relaxing his jaw, to prevent himself from ripping Angel's head off as his demon screamed for violence.

Illyria watched quietly at the family display and sighed. She took to watching Angel, who played the hurt father and always punished Spike for who and what he was but always opened his door to him. "I am going out. I will return shortly. Would you require anything from stores?"

Spike shook the beer at her and nudged a dead rat at his feet.

"Very well, will I be cleaning up after you as well vampire?" She directed her questions at Spike knowing full well Angel kept his space cleaned.

"Hardly my blue hate. Just get the goods and leave it be huh."

She let her eyes lift to Angel who stared back at her with equal curiosity and in deep thought. "Same I suppose. Get whatever you want. Limit your kills of demons. We don't wanna draw to much attention. But you've been good at hiding your identity, so just….be careful."

She nodded and reframed from a comment, feeling Spike mentally slapped his grand-sire enough in the last 24 hours. "I will venture past the red zone and get you some fresh blood from the butchers. I can smell the effects of the rats on you already. It is unpleasant." She started off towards the door with her mission.

"We've been doing fine. I don't want you going to far, in case something happens."

She whipped her head around and glared at him. "You will not tell me what to do while you two whither away and I am left to defend us. I did not get awoken to be a vampire sitter."

Angel took a page from Spike's book and clenched his jaw as he ran a hand over his face.

"Good decision. Keep your tongue inside that pretty mouth of yours. I will return with enough to last a few days. As well as weapons and repair items and food for myself. You well deal. And NOT leave this apartment 'til I return. And you need not worry dear leader. I won't bring anyone back here." She sneered as she stomped out into the wall and glanced both way before marched down to the stairs.

Angel's eyes widened as she disappeared out the door and he turned to look at Spike. "That was fun."

"She's always a treat, ain't she?" Spike laughed as he closed his eyes and found his way blindly to his bedroom and closed the door behind him.

Willow turned and kicked out at the sheets sticking to her body as she descended farther into her dreams. Marcus stood over her agitated form smiling as his hand glowed and flowed over her face, leading her dreams in the way he wanted them to. She mumbled and cried out for different people. He eyed the door and hoped the slayer stayed asleep. He didn't need to deal with that bitch just yet.

Buffy frowned as she sat up in bed listening to the muffled cries of Willow down the hall. She thought to run after her, but was afraid Willow would lash out again, and frankly she was tired. She shrugged and huffed out a pissed off breath as she threw herself back down on the fluffy bed and tried going back to sleep.

Her feet felt heavy as she ran through the wet grass, winding her way through the hillside cemetery. She tripped over a headstone that had sunk into the wet earth and had to pull her foot away, to look down at the bleeding toes. She started wiping at it when she heard the growling behind her. She started running again, trying to pick up her previous speed. She could hear the monster approaching fast and faster yet with each step Willow took. Her head snapped back to see if she could see anything but the darkness kept closing around her.

"PLEASE STOP!" She rounded around a crypt that remaindered her of Spike's old home but it had it's differences. She dove behind the bushes and curled her feet into her body, trying to slow her breathing and keep from crying and screaming for help.

The monster scratched the jagged stone of the crypt as it inched closer to Willow's hiding place.

Willow put her face against her knees and prayed to her goddesses to protect her.

Her attacker smiled and wrapped it's strong hand into Willow's fire red hair. Lifting her up to eye her prey.

Willow grasped at the small hand holding her and winced as the pain shot through the roots of her hair, she felt the hair and skin tear from her scalp. She knew there would be blood. She begged for her life, for everything if she could live. When her attacker didn't reply she opened her eyes slowly, they were fuzzy for a moment as she had mashed her palms into them in fear. As the fuzziness cleared she was staring at Buffy, who seemed to be smirking and had a killer's look in her eyes.

"B-B-Buffy?"

"B-B-B-B-uffy." She laughed lightly and yanked harder of Willow's hair. "Duh!"

"What…why…..what's happening? What did I do?"

"What haven't you done? All you do is whine and cry and tell us how much we ignore you. And you screw up all the time just to get attention. It's really annoying. I'm stopping it. Cuz yah know. I'm the slayer and all that junk." She pushed Willow against the crypt wall and started digging into her bag.

Willow looked around, trying to find a way to escape, Buffy was occupied trying to find something n her slayer bag. "I well…..I'm sorry." The dirt on her face was disturbed as fresh tears ran down, making her skin sticky and shiny. "I'll….I'll try not to. You can just go home. I'll be fine."

Buffy stopped rummaging as she smiled, pulling a stake from her bag she tossed the unneeded slayer bag to the grass. "There we go. Oh did you say something pointless? I guess yah did. Oh well." She raised the stake as she wrapped her left hand around Willow's throat, not enough to choke her, but enough so she couldn't move.

"Buffy!!" Willow grabbed at her the hand around her throat as she kept her eyes on the stake. "Stop, what's going on!?"

"God I told you. I thought you were the smarter one here. I guess not." She jerked her arm back ready to plunge the stake into Willow's heart.

"I'm not a vampire Buffy! Please don't do this." She kicked out, only to have Buffy's fingertips dig into her neck muscles.

"Again with the duh Wills. I just figure we are all sick of hearing you whine about everyone who's left you and all of us whoa re still around. Well I figured if I killed you, it would stop. Now hold still, this should hurt…I hope."

Willow's face was hurting from her eyes being so wide and crying, and her mouth was gasping for breath and trying to beg her best friend.

Buffy smiled and she thrust the stake into Willow's heart without a second thought, watching her dying friend's face. "All better now."

Willow screamed as it hit her and Buffy's hand dropped away from her body. She slid down the side of the crypt , gasping and shuttering as she tried lifting her hand to pull the stake out. Everything was getting heavy and dark.

Buffy knelt beside her and frowned. "You aren't dead yet?"

Willow's eyes were rolling around trying to focus on Buffy, she couldn't think of any spells, or words to say to her.

"Hmm. Guess we gotta try again."

"How about not bitch." Spike strolled causally to the girls, smirking down at Willow. "I'm hurt Red. I thought you'd let me kill you not the slayer. That deserves punishment."

Buffy growled and yanked the stake from Willow's chest. Willow cried out as sweat dripped from her forehead. _Why aren't I dead? What is happening…..why…._ "Sp…pi.."

"Shhh doll, I'll get to you in a minute."

"Spike go obsess over Drusilla or something huh? I'm busy." Buffy waved the stake at him before turning back to Willow. "She needs to die."

Spike pushed Buffy aside and smiled down at Willow as he nudged her chin with the toe of his boot. "I agree.

"Good now get out of my way."

"Fuck no slayer. I'm killing her. Like I said. Punishment, bitch." He growled as he vamped and went down on one knee, lifting Willow's face.

She could barely keep her eyes open as she watched Buffy and Spike fight over who would kill her. It was freaking her out. She thought she was dreaming, but everything felt real and this cemetery didn't look like Sunnydale. She thought with all the running and trauma she forgot a bunch of stuff and figured this was real. But she couldn't understand why it was real.

Buffy sneered as she gripped Spike's collar and yanked him up. "Get away from my friend!"

Willow's lips twitched in a smile, _there's Buffy. I'll be alright. Everything will be alright._

_Spike vamped out and turned on Buffy, grabbing her head in lighting speed he gave it a good hard twist and when the satisfying crunch of Buffy's spine turning, he let her dead body fall into the wet grass._

_Willow whimpered, heaving for new breath as she tried screaming, grabbing at the wound in her chest and pushing away from Spike using her feet._

_Spike turned back to her and grinned so big, she was able to see all his white teeth and fangs, baring down at her. "Spike…please….don't…I."_

"_You know what would happen if you turned on the Big bag love. I can't take back my word. It wouldn't do good for my reputation." He inched forward and went his legs were on either side of her hips, be dropped down, straddling her and holding her body still with his strong thighs. "There's a good girl then." He ran his fingers over the stake wound and Willow screamed and arched her head back. He frowned. "Slayer can't even finish the job right. Oh well…least I get to show you what I think of you, yeah?" he was un-phased by her cries and protests as he leaned down, ripping her shirt open exposing her bare chest. "Now that's lovely."_

_Willow was shaking in fear, cold, and loss of blood. She could barely felt Spike's hands as they trailed over her bare flesh. Her lips were blue and she was wishing he would just finish it already. It was if he read her thoughts because he trailed his tongue over her collarbone before shoving his fangs deep into her neck without a second thought. She dug her fingers into the soggy ground, wincing at the sudden pain. It was a lot less painful than getting staked at least. She stared up at the sky, watching the stars flicker down at her. Her body began to feel unbearably heavy and, her mouth sagged open as she felt Spike's head jerking at the wound trying to pull as much blood into his mouth as he could. He pulled back just before she died and kissed her open mouth. "Witches blood, nothing quite like it." Willow's eyes fluttered shut as she felt darkness cover her body and she died._

_Buffy shook her shoulders, eyes wide as she watched her friend's pale face and sweat drenched body. 'Willow?" She whispered softly. 'Come on…"_

_Willow's eyes snapped open and she went to lash out at Buffy, but her slayer reflexes caught her friend's wrist in time. "Wills!" _

_Willow shook and stared at Buffy with hate in her eyes before her gaze drifted to the room they were in. Buffy still wore her clothes from yesterday and she herself was in her normal pyjamas. In her own bedroom. She sucked in deep breaths as she pulled her arm away from Buffy's grip. She pressed her hands over her neck and heart. "I…what….you killed me."_

_Buffy shook her head. 'It was a dream. Oh I'm so sorry Willow. I heard you crying in your sleep and I thought I should leave you alone. I should have woken you up instead." Buffy crawled up on the bed and wrapped her arms around Willow's middle._

_Willow stared at the wall, swallowing as her eyes teared up. She cursed herself wondering if she would ever not be able to cry, cuz she was sick of it. "It was a dream?" She whispered._

"_Of course! I would never hurt you! I swear." Buffy tightened her hold on Willow as she felt her friend's arms go around her shoulders and there they laid, hugging each other like the earth would tear them apart._


End file.
